Common use of Securities Subordinated to Senior Indebtedness Clause in Contracts

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, at all times and in all respects, the indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on and any Additional Amounts with respect to each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. Obligations in respect of Senior Indebtedness will not be deemed to have been paid in full unless the holders thereof shall have received payment in full in cash or cash equivalents with respect thereto. Each Holder of the Securities by its acceptance thereof acknowledges and agrees that the subordination provisions included herein are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of Securities, to acquire and/or continue to hold such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and/or continuing to hold such Senior Indebtedness.

Securities Subordinated to Senior Indebtedness. The Company covenants Holder(s), by their acceptance of any Securities, agree that their right(s) to receive any and agreesall (a) payment(s) of the principal, interest, dividends and/or any other Subordinated Indebtedness now or hereafter due under any Securities, and each Holder (b) payment on account of a Securitythe acquisition or redemption of any Securities by the Borrower, by his acceptance thereofis/are subordinated, likewise covenants and agrees, that, at all times to the extent and in all respectsthe manner provided in this Agreement, the indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on and any Additional Amounts with respect to each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash (or in any other manner acceptable to GECC) of all Senior IndebtednessIndebtedness of the Borrower and that these subordination provisions are for the exclusive benefit of GECC. Obligations Each Holder further agrees that, to the extent that Borrower makes a payment or payments to GECC, which payment or payments or any parts thereof are subsequently avoided or declared to be fraudulent or preferential and required to be repaid to a debtor- in-possession, a trustee, a receiver or any other party under Title 11 of the United States Code or any state law, then to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in respect full force and effect as a part of the obligations of Borrower under the Loan and Security Agreement as if such payment had not been made, and shall be subject in all respects to the subordination and other provisions in favor of GECC hereunder. The Senior Indebtedness will not shall be deemed not to have been paid in full unless the holders thereof shall have received payment in full in cash or cash equivalents with respect thereto. Each Holder of the Securities by its acceptance thereof acknowledges and agrees that the subordination provisions included herein are, and are intended to be, an inducement and a consideration to each holder of until any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of Securities, to acquire and/or continue to hold such Senior Indebtedness, and such holder of Senior Indebtedness revived obligation shall be deemed conclusively to have relied on such subordination provisions in acquiring and/or continuing to hold such Senior Indebtednessfinally satisfied.

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, at all times and in all respects, the indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on and any Additional Amounts with respect to each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. Obligations in respect of Senior Indebtedness will not be deemed to have been paid in full unless the holders thereof shall have received payment in full in cash or cash equivalents with respect thereto. Each Holder of the Securities by its acceptance thereof acknowledges and agrees that the subordination provisions included herein are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of Securities, to acquire and/or continue to hold such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and/or continuing to hold such Senior Indebtedness.such

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, at all times to the extent and in all respectsthe manner hereinafter set forth in this Article 10, the indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on and any Additional Amounts with respect to each and all Payments or Distributions in Respect of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. Obligations in respect If at any time following the payment of any amount to a holder of Senior Indebtedness will not be deemed to have been paid in full unless the holders thereof shall have received payment in full in cash or cash equivalents with respect thereto. Each Holder of the Securities by its acceptance thereof acknowledges and agrees that the subordination provisions included herein are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of Securities, to acquire and/or continue to hold such Senior Indebtedness, such payment is rescinded or must otherwise be returned by such holder upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Company or any other Person or otherwise, and is so rescinded or returned to the party or parties making such payment, such Senior Indebtedness shall be reinstated to the extent of such payment and the provisions of this Article 10 shall be applicable as if such payment were never made. The provisions of this Article 10 are for the benefit of the holders of Senior Indebtedness, and each Holder of the Securities, by his purchase or other acquisition of the Securities, hereby agrees for the benefit of each holder of Senior Indebtedness shall be deemed conclusively that his Securities are subject to have relied on such subordination the provisions in acquiring and/or continuing to hold such Senior Indebtednessof this Article 10.

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, at all times to the extent and in all respectsthe manner hereinafter set forth in this Article 9, the indebtedness represented by the Securities and the payment of the principal of, premium, if any, and interest on and any Additional Amounts with respect to each and all Payments or Distributions in Respect of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. Obligations in respect If at any time following the payment of any amount to a holder of Senior Indebtedness will not be deemed to have been paid in full unless the holders thereof shall have received payment in full in cash or cash equivalents with respect thereto. Each Holder of the Securities by its acceptance thereof acknowledges and agrees that the subordination provisions included herein are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of Securities, to acquire and/or continue to hold such Senior Indebtedness, such payment is rescinded or must otherwise be returned by such holder upon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Company or any other Person or otherwise, and is so rescinded or returned to the party or parties making such payment, such Senior Indebtedness shall be reinstated to the extent of such payment and the provisions of this Article 9 shall be applicable as if such payment were never made. The provisions of this Article 9 are for the benefit of the holders of Senior Indebtedness, and each Holder of the Securities, by his purchase or other acquisition of the Securities, hereby agrees for the benefit of each holder of Senior Indebtedness shall be deemed conclusively that his Securities are subject to have relied on such subordination the provisions in acquiring and/or continuing to hold such Senior Indebtednessof this Article 9.

Securities Subordinated to Senior Indebtedness. The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, at all times and in all respects, the indebtedness represented by the Securities and the payment of the principal of, of and premium, if any, and interest on and any Additional Amounts with respect to each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness. Obligations in respect of Senior Indebtedness will not be deemed to have been paid in full unless the holders thereof shall have received payment in full in cash or cash equivalents with respect thereto. Each Holder of the Securities by its acceptance thereof acknowledges and agrees that the subordination provisions included herein are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of Securities, to acquire and/or continue to hold such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and/or continuing to hold such Senior Indebtedness.